STI CLASSIC FUNDS, DEFS14A, 2000-09-15

STI CLASSIC FUNDS
DEFS14A, 2000-09-15

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<PAGE>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

STI Classic Funds and STI Classic Variable Trust
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

-------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

-------------------------------------------------------------------------

(5) Total fee paid:

-------------------------------------------------------------------------

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

-------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

-------------------------------------------------------------------------

(3) Filing Party:

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(4) Date Filed:

-------------------------------------------------------------------------

Notes:

<PAGE>

[STI CLASSIC FUNDS LOGO]

[STI CLASSIC VARIABLE TRUST LOGO]

To shareholders of the STI Classic Funds and the STI Classic Variable Trust:

Enclosed with this letter are a proxy card, a proxy statement and related
information concerning a Special Meeting of Shareholders of the STI Classic
Funds and the STI Classic Variable Trust.

The purpose of this proxy package is to announce that a Special Meeting for
shareholders of the STI Classic Funds and the STI Classic Variable Trust has
been scheduled for Friday, October 27, 2000. The reason for this meeting is to
consider and act upon two proposals: a proposal to elect members to the Boards
of Trustees for the STI Classic Funds and the STI Classic Variable Trust, and
a proposal to revise or eliminate certain fundamental investment policies for
each Trust.

At the Special Meeting, it is proposed that five Trustees be elected to hold
office until their successors are duly elected and qualified. Each of the
Nominees has consented to be named in this proxy statement and to serve as a
Trustee if elected. Additional information is provided for each Nominee in the
proxy statement.

The second proposal seeks to revise or eliminate certain fundamental
investment policies for each Trust. This proposal is being presented at the
Special Meeting in an effort to simplify, modernize and add consistency to the
fundamental policies of the Trusts. We encourage you to read the proxy
statement thoroughly. In addition, we have included a list of commonly asked
questions and answers on the next page.

Most shareholders cast their votes by filling out and signing the enclosed
proxy card. In order to conduct the Special Meeting, a majority of shares must
be represented. Please mark, sign and date the enclosed proxy card and return
it promptly in the enclosed, postage-paid envelope. You may also place your
vote via telephone by simply calling the toll free number provided on your
proxy ballot, or by the Internet at www.proxyvote.com. REMEMBER, YOUR VOTE IS
VERY IMPORTANT.

We thank you for your continued confidence and support.

Sincerely,

/s/ Wilton Looney

Wilton Looney
Chairman of the Board

IMPORTANT PROXY INFORMATION ENCLOSED
-IMMEDIATE ACTION REQUIRED-

<PAGE>

QUESTIONS & ANSWERS
FOR THE
STI CLASSIC FUNDS
AND
STI CLASSIC VARIABLE TRUST
SHAREHOLDER MEETING

Q. What is the purpose of this proxy solicitation?

A. The purpose of this proxy is to ask the STI Classic Funds and the STI
Classic Variable Trust (the "Trusts") shareholders to vote on proposals:
(1) to elect five members to the Boards of Trustees for the Trusts and (2)
to approve changes to certain fundamental investment policies of the
Trusts.

Q. Why are we electing only five new members to the Boards of Trustees?

A. The Boards of Trustees currently consist of nine Trustees. Effective
November 18, 2000, four of the current Trustees will be required to retire
under the Boards' retirement policy. As a result of this impending
retirement, the Boards would then consist of five Trustees, only two of
whom have been elected by shareholders. Because the Investment Company Act
of 1940 requires that a majority of trustees be elected by shareholders,
the Boards have determined that it would be in the best interests of the
shareholders to call a shareholder meeting at this time and recommend the
election of each Nominee. The four retiring Trustees will continue to serve
on each Board until their retirement on November 18, 2000, unless they
choose to resign earlier.

Q. How do the Boards of Trustees recommend I vote for the Nominees?

A. The Boards of Trustees unanimously recommend that you vote "FOR" all of the
Nominees.

Q. What are fundamental investment policies and why are they being changed?

A. The law requires certain investment policies to be designated as
fundamental. Such policies can only be changed by a shareholder vote. Many
of the Funds' fundamental investment policies were adopted when the Funds
were created and reflect regulatory, business or industry conditions,
practices or requirements that are no longer in effect. Because the Special
Meeting was scheduled to address the elections to the Boards of Trustees,
the Boards have taken this opportunity to review each of the Fund's
fundamental policies in an effort to simplify, modernize, standardize and
clarify the current fundamental investment policies.

Q. What impact does the proposal to eliminate or revise certain fundamental
investment policies have on the STI Classic Funds and the STI Classic
Variable Trust?

A. This proposal seeks to revise or eliminate those fundamental policies that
no longer reflect regulatory or industry requirements. It is NOT
anticipated that any of the sub-proposals will substantially affect the way
the Funds are currently managed.

Q. How do the Boards of Trustees recommend that I vote for the proposal to
revise or eliminate certain fundamental investment policies for each Trust?

A. The Boards of Trustees unanimously recommend that you vote "FOR" the
adoption of standardized investment policies by revising or eliminating
certain fundamental policies for each Trust.

Q. What happens if I return my proxy card without marking my selection?

A. If you return your proxy card but give no voting instructions, your shares
will be voted "FOR" all of the proposals stated in this proxy.
<PAGE>

Q. Who should I call with questions about this proxy?

A. If you have any questions regarding this proxy, please contact your STI
Classic Funds Shareholder Services at 1-800-874-4770.

The Boards also wish to remind you to vote and return
ALL of the proxy cards you receive.
This means that if you receive multiple proxies and proxy cards
because you are invested in more than one
STI Classic Fund and/or the STI Classic Variable Trust
please fill out and return each and every proxy card you receive.

PLEASE VOTE THE ENCLOSED PROXY CARD.
YOUR VOTE IS IMPORTANT!

<PAGE>

STI CLASSIC FUNDS
AND
STI CLASSIC VARIABLE TRUST

STI Classic Funds: Investment Grade Tax- U.S. Government
Exempt Bond Fund Securities Money Market
Balanced Fund Life Vision Aggressive Fund
Capital Appreciation Growth Fund U.S. Treasury Money
Fund Life Vision Growth and Market Fund
Classic Institutional Income Fund Value Income Stock Fund
Cash Management Money Life Vision Moderate Virginia Intermediate
Market Fund Growth Fund Municipal Bond Fund
Classic Institutional Limited-Term Federal Virginia Municipal Bond
U.S. Government Mortgage Securities Fund
Securities Money Market Fund Virginia Tax-Free Money
Fund Maryland Municipal Bond Market Fund
Classic Institutional Fund
U.S. Treasury Mid-Cap Equity Fund STI Classic Variable
Securities Money Market Prime Quality Money Trust:
Fund Market Fund
Core Equity Fund Short-Term Bond Fund Capital Appreciation
E-Commerce Opportunity Short-Term U.S. Treasury Fund
Fund Securities Fund Growth and Income Fund
Florida Tax-Exempt Bond Small Cap Growth Stock International Equity
Fund Fund Fund
Georgia Tax-Exempt Bond Small Cap Value Equity Investment Grade Bond
Fund Fund Fund
Growth and Income Fund Tax-Exempt Money Market Mid-Cap Equity Fund
High Income Fund Fund Quality Growth Stock
International Equity Tax Sensitive Growth Fund
Fund Stock Fund Small Cap Value Equity
International Equity U.S. Government Fund
Index Fund Securities Fund Value Income Stock Fund
Investment Grade Bond
Fund

2 Oliver Street
Boston, Massachusetts 02109

----------------

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be Held on October 27, 2000

Notice is hereby given that a Special Meeting of Shareholders of the STI
Classic Funds and STI Classic Variable Trust (each a "Trust," and
collectively, the "Trusts") will be held at the offices of SEI Investments
Company, One Freedom Valley Drive, Oaks, Pennsylvania 19456, on October 27,
2000 at 3:00 p.m. (the "Special Meeting"). The Special Meeting is for the
purpose of considering the proposals set forth below and to transact such
other business as may be properly brought before the Special Meeting:

Proposal 1: To consider and act upon a proposal to elect members to the Board
of Trustees of each Trust; and

Proposal 2: To approve the adoption of standardized investment policies by
revising or eliminating certain of the Trusts' current fundamental
investment policies.

Only shareholders of the Trusts at the close of business on August 16, 2000
are entitled to notice of, and to vote at the Special Meeting or any
adjournment thereof.

Your vote is important to us. Please mark, sign and date the enclosed Proxy
Card and return it as soon as possible. For your convenience, we have enclosed
a postage-paid envelope. You may also vote easily and quickly
<PAGE>

by telephone or through the Internet by following the instructions described
on the enclosed Proxy card. If you have any questions, please do not hesitate
to call us at 1-800-874-4770. Thank you for taking the time to consider these
important proposals and for your investment in the Funds.

Sincerely,

/s/ Mark E. Nagle
Mark E. Nagle
President

Dated: September 20, 2000

<PAGE>

STI CLASSIC FUNDS
AND
STI CLASSIC VARIABLE TRUST

2 Oliver Street
Boston, Massachusetts 02109

JOINT PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
To Be Held October 27, 2000

This Joint Proxy Statement is furnished by the Boards of Trustees of STI
Classic Funds and STI Classic Variable Trust (each a "Trust," and
collectively, the "Trusts") in connection with the solicitation of proxies for
use at the Special Meeting of Shareholders of each Trust to be held on Friday,
October 27, 2000 at 3:00 p.m. Eastern Time, or at any adjournment thereof (the
"Special Meeting"), at the offices of SEI Investments Company, One Freedom
Valley Drive, Oaks, Pennsylvania, 19456. It is expected that the Notice of
Special Meeting, this Joint Proxy Statement and a Proxy Card will be mailed to
shareholders on or about September 20, 2000.

Summary

At the Special Meeting, shareholders will be asked to vote on one proposal
to elect a slate of Trustees to serve on the Board of Trustees of each Trust
("Proposal #1"), and one proposal to revise or eliminate certain fundamental
investment policies for the Trusts ("Proposal #2," and collectively, the
"Proposals").

If you do not expect to be present at the Special Meeting and wish your
shares to be voted, please vote your proxy (the "Proxy") by mail, telephone or
Internet allowing sufficient time for the Proxy to be received on or before
3:00 p.m., Eastern Time on Monday, October 27, 2000. If your Proxy is properly
returned, shares represented by it will be voted at the Special Meeting in
accordance with your instructions. However, if no instructions are specified
on the Proxy with respect to the Proposals, the Proxy will be voted FOR the
approval

1
<PAGE>

of the Proposals and in accordance with the judgment of the persons appointed
as proxies upon any other matter that may properly come before the Special
Meeting. Shareholders may revoke their Proxies at any time prior to the time
they are voted by giving written notice to the Secretaries of the Trusts, by
delivering a subsequently dated Proxy or by attending and voting at the
Special Meeting.

The close of business on August 16, 2000 has been fixed as the record date
(the "Record Date") for the determination of shareholders entitled to notice
of, and to vote at, the Special Meeting or any adjournment thereof. Each full
share will be entitled to one vote at the Special Meeting and each fraction of
a share will be entitled to the fraction of a vote equal to the proportion of
a full share represented by the fractional share. On August 16, 2000, each
series of the STI Classic Funds and the STI Classic Variable Trust (each a
"Fund," and collectively, the "Funds") had the following shares outstanding:

STI Classic Funds

<TABLE>
<CAPTION>
Total Shares
Fund: Trust Shares Flex Shares Investor Shares Outstanding:
----- ---------------- ------------ ---------------- ----------------
<S> <C> <C> <C> <C>
Balanced Fund........... 16,670,473.10 4,624,712.23 691,966.23 21,987,151.56
Capital Appreciation
Fund................... 67,484,862.72 7,228,497.61 14,169,318.00 88,882,678.33
Core Equity Fund........ -- 418,460.97 15,463,487.77 15,881,948.74
E-Commerce Opportunity
Fund................... -- 1,436,720.80 6,884,157.73 8,320,878.53
Florida Tax-Exempt Bond
Fund................... 9,176,506.85 924,612.42 276,772.43 10,377,891.71
Georgia Tax-Exempt Bond
Fund................... 8,427,146.49 908,308.54 259,475.12 9,594,930.15
Growth and Income Fund.. 56,651,485.88 4,003,033.97 2,733,736.33 63,388,256.18
High Income Fund........ -- 535,685.18 -- 535,685.18
International Equity
Fund................... 21,654,009.50 832,835.26 769,767.74 23,256,612.50
International Equity
Index Fund............. 24,838,614.89 445,533.76 313,627.31 25,597,775.96
Investment Grade Bond
Fund................... 91,664,643.47 1,908,234.54 2,240,259.11 95,813,137.11
Investment Grade Tax-
Exempt Bond Fund....... 10,402,976.12 1,279,575.43 1,779,779.84 13,462,331.39
Life Vision Aggressive
Growth Fund............ 1,624,839.28 -- -- 1,624,839.28
Life Vision Growth and
Income Fund............ 3,314,251.90 -- -- 3,314,251.90
Life Vision Moderate
Growth Fund............ 6,296,890.74 -- -- 6,296,890.74
Limited-Term Federal
Mortgage Securities
Fund................... 12,990,251.31 148,698.00 111,607.58 13,250,556.89
Maryland Municipal Bond
Fund................... 2,847,988.31 627,026.83 -- 3,475,015.14
Mid-Cap Equity Fund..... 14,011,774.55 1,008,841.36 1,015,814.06 16,036,429.97
Prime Quality Money
Market Fund............ 3,579,613,199.64 2,702,162.93 1,512,484,391.52 5,094,799,754.09
Short-Term Bond Fund.... 20,361,275.61 211,126.69 144,220.65 20,716,622.95
Short-Term U.S. Treasury
Securities Fund........ 8,895,585.22 545,827.62 204,672.11 9,646,084.95
Small Cap Growth Stock
Fund................... 23,837,613.51 1,293,009.38 1,841,828.31 26,972,451.20
Small Cap Value Equity
Fund................... 21,333,300.86 820,513.35 -- 22,153,814.21
Tax-Exempt Money Market
Fund................... 903,322,850.88 -- 140,137,597.89 1,043,460,448.77
Tax Sensitive Growth
Stock Fund............. 21,168,798.03 9,305,932.42 -- 30,474,730.45
U.S. Government
Securities Fund........ 10,382,796.58 713,190.34 135,847.95 11,231,834.87
U.S. Government
Securities Money Market
Fund................... 551,241,406.13 -- 84,564,687.39 635,806,093.53
U.S. Treasury Money
Market Fund............ 718,505,750.28 -- -- 718,505,750.28
Value Income Stock
Fund................... 78,246,027.51 7,178,716.36 9,133,513.54 94,558,257.41
Virginia Intermediate
Municipal Bond Fund.... 20,375,611.21 -- 713,239.74 21,088,850.94
Virginia Municipal Bond
Fund................... 5,113,709.47 524,338.15 -- 5,638,047.62
Virginia Tax-Free Money
Market Fund............ 179,352,497.25 -- 56,102,475.47 235,454,972.72
</TABLE>

2
<PAGE>

<TABLE>
<CAPTION>
Institutional Corporate Trust Total Shares
Fund: Shares Shares Outstanding:
----- ---------------- ---------------- ----------------
<S> <C> <C> <C>
Classic Institutional Cash
Management Money Market
Fund..................... 2,490,791,857.62 -- 2,490,791,857.62
Classic Institutional U.S.
Government Securities
Money Market Fund........ 681,172,961.47 -- 681,172,961.47
Classic Institutional U.S.
Treasury Securities Money
Market Fund.............. 311,600,182.03 1,554,217,454.08 1,865,817,636.11
</TABLE>

STI Classic Variable Trust

<TABLE>
<CAPTION>
Total Shares
Fund: Outstanding:
----- ------------
<S> <C>
Capital Appreciation Fund.......................................... 5,210,960.24
Growth and Income Fund............................................. 124,973.18
International Equity Fund.......................................... 977,290.68
Investment Grade Bond Fund......................................... 1,821,376.96
Mid-Cap Equity Fund................................................ 1,684,566.68
Quality Growth Stock Fund.......................................... 74,179.57
Small Cap Value Equity Fund........................................ 1,210,823.47
Value Income Stock Fund............................................ 5,317,740.84
</TABLE>

Expenses

The expenses of the Special Meeting will be borne proportionately by the
Funds within each Trust, based on the assets of each Fund. The solicitation of
Proxies will be largely by mail, but may include telephonic, Internet or oral
communication by officers and service providers of the Trusts.

Upon request, each Trust will furnish to its shareholders, without charge, a
copy of its Annual Report (for STI Classic Funds, fiscal year ended May 31,
2000, and for STI Classic Variable Trust, fiscal year ended December 31,
1999). The Annual Report of either Trust may be obtained by written request to
the appropriate Trust, c/o SEI Investments Distribution Co., Oaks, PA 19456 or
by calling 1-800-874-4770.

The Trusts are registered as open-end management investment companies under
the Investment Company Act of 1940 (the "1940 Act") and their shares are
registered under the Securities Act of 1933.

Proposal 1: To Elect New Boards of Trustees of the Trusts.

At the Special Meeting, it is proposed that five Trustees be elected to hold
office until their successors are duly elected and qualified. The persons
named in the accompanying Proxy intend, in the absence of contrary
instructions, to vote all Proxies on behalf of the shareholders for the
election of Thomas Gallagher, F. Wendell Gooch, Wilton Looney, James O.
Robbins and Jonathan T. Walton (each a "Nominee" and collectively, the
"Nominees"). If the Nominees are elected, at least 60% of the Boards' members
will be disinterested persons within the contemplation of Section 10 of the
1940 Act.

At a meeting held on August 15, 2000, the Boards of Trustees approved the
nomination of Thomas Gallagher, F. Wendell Gooch, Wilton Looney, James O.
Robbins and Jonathan T. Walton, each a current Trustee, to the Boards. If
subsequently approved by shareholders, they will continue to serve as members
of the Boards of Trustees of the Trusts.

The Trusts' Boards of Trustees are currently made up of nine Trustees, six
of whom have been elected to office by shareholder vote and three of whom have
been appointed by the Boards. The Boards' retirement policy will require four
of the current Trustees to retire on November 18, 2000.

Section 16(a) of the Investment Company Act of 1940 (the "1940 Act")
requires the trustees of an investment company to be elected by shareholder
vote. Nonetheless, the 1940 Act permits a board to fill vacancies on the
board, without seeking shareholder approval, if immediately after filling
vacancies at least two-

3
<PAGE>

thirds of the trustees have been elected. However, if at any time less than a
majority of trustees have been elected by shareholders, a shareholder meeting
to elect trustees must be held within 60 days.

Upon the impending retirement of four of each Trust's current Trustees, each
Board will have less than a majority of trustees who have been elected by
shareholder vote. In light of the legal requirements under the 1940 Act, the
Boards would at that time be required to call a shareholder meeting for the
election of Trustees. As a result, in anticipation of the retirement of the
four Trustees, the Boards have determined that it would be in the best
interests of the shareholders to call a shareholder meeting at this time and
recommend the election of each Nominee. The four retiring Trustees will
continue to serve on each Board until their retirement on November 18, 2000,
unless they choose to resign earlier.

Each of the Nominees has consented to being named in this Proxy Statement
and to serving as a Trustee if elected. The Trusts know of no reason why any
Nominee would be unable or unwilling to serve if elected. Because the Trusts
do not hold regular annual shareholder meetings, each Nominee, if elected,
will hold office until his or her successor is elected and qualified.

Information Regarding Nominees

The following information is provided for each Nominee. As of August 16,
2000 the Nominees as a group, and the Trustees and officers of the Trusts, as
a group, beneficially owned less than 1% of the total outstanding shares of
each Trust.

<TABLE>
<CAPTION>
Name and Business Experience During the Shares of the Funds
Position with Past Five Years (Including All Beneficially Owned Percentage
the Trusts Age Trusteeships and Directorships) Fund-Class as of August 16, 2000 of Ownership
------------- --- ------------------------------- ---------- --------------------- ------------
<S> <C> <C> <C> <C> <C>
Thomas Gallagher,....... 52 President, Genuine Parts -- -- --
Trustee * Company Wholesale
Distribution, 1970- Present
(acting President since
1990). Director, National
Service Industries,
Director, Oxford Industries,
Trustee, STI Classic Funds
and STI Classic Variable
Trust, May 2000-present.

F. Wendell Gooch,....... 68 Retired. President, Orange E-Commerce 1,547.552 0.108%
Trustee County Publishing Co., Inc., Opportunity
1981-1997. Publisher of the Fund-Flex
Paoli News and Paoli Shares
Republican and Editor of the
Paoli Republican, 1981-1997.
President, H&W Distribution, Tax 895.826 0.010%
Inc., 1984-1997. Trustee, Sensitive
SEI Family of Funds and The Growth Stock
Capitol Mutual Funds. Fund-Flex
Trustee, STI Classic Funds Shares
and STI Classic Variable
Trust, May 1992-present.

Wilton Looney,.......... 81 Director, Rollins, Inc. E-Commerce 5,117.707 0.356%
Trustee * Director, RPC Energy Opportunity
Services, Inc. Trustee, STI Fund-Flex
Classic Funds and STI Shares
Classic Variable Trust, May
1992-present.
James O. Robbins,....... 58 President and CEO, Cox -- -- --
Trustee Communications, Inc., 1983-
present. Director, NCR.
Director, COX
Communications, Inc.
Trustee, STI Classic Funds
and STI Classic Variable
Trust, May 2000-present.

Jonathan T. Walton,..... 70 Trustee, W.K. Kellogg Trust. -- -- --
Trustee Trustee, STI Classic Funds
and STI Classic Variable
Trust, February 1998-
present.
</TABLE>
-------
* Denotes an individual who may be deemed an "interested person" as defined
in the 1940 Act.

4
<PAGE>

Compensation of Trustees

Each Trustee who is not an officer, employee or director of the Trusts'
Adviser, or its affiliates, receives an aggregate annual fee plus a fee per
meeting attended (plus reimbursement for reasonable out-of-pocket expenses
incurred in connection with his or her attendance at Board and committee
meetings) from the Trust for which he or she serves. Payment of such fees and
expenses is allocated among each Trust. For the fiscal year ended March 31,
2000, Trustees' fees attributable to the STI Classic Funds totaled $179,000.
For the fiscal year ended December 31, 1999, Trustees' fees attributable to
the STI Classic Variable Trust totaled $11,200. Neither the officers of STI
Classic Funds nor the officers of STI Classic Variable Trust receive any
direct remuneration from their respective Trust.

The aggregate compensation payable by the Trusts to each of the Trustees
serving during their respective fiscal years is set forth in the compensation
table below. The total compensation payable to such Trustees during their
respective fiscal years is also set forth in the compensation table below.

COMPENSATION TABLE
STI Classic Funds (as of May 31, 2000)

<TABLE>
<CAPTION>
Pension or
Aggregate Retirement
Compensation Benefits Accrued Estimated Annual
Payable from as Part of Benefits Upon Total Compensation from the Fund
Name and Position the Trust Fund Expenses Retirement Complex Payable to Trustee
----------------- ------------ ---------------- ---------------- ---------------------------------
<S> <C> <C> <C> <C>
Thomas Gallagher,....... $ 6,000 N/A N/A $ 6,500 for service on two boards
Trustee(1)(2)
F. Wendell Gooch,....... $25,500 N/A N/A $27,500 for service on two boards
Trustee
Wilton Looney,.......... $26,000 N/A N/A $28,000 for service on two boards
Trustee(1)
James O. Robbins,....... $ 4,500 N/A N/A $ 4,500 for service on two boards
Trustee(2)
Jonathan T. Walton,..... $25,500 N/A N/A $27,500 for service on two boards
Trustee
William H. Cammack,..... $ 0 N/A N/A $ 0 for service on two boards
Trustee(3)
T. Gordy Germany,....... $25,500 N/A N/A $27,500 for service on two boards
Trustee(4)
Daniel S. Goodrum,...... $16,500 N/A N/A $18,000 for service on two boards
Trustee(4)
Champney A. McNair,..... $24,000 N/A N/A $26,000 for service on two boards
Trustee(4)
Bernard F. Sliger,...... $25,500 N/A N/A $27,500 for service on two boards
Trustee(4)
</TABLE>

5
<PAGE>

STI Classic Variable Trust (as of December 31, 1999)

<TABLE>
<CAPTION>
Pension or
Aggregate Retirement
Compensation Benefits Accrued Estimated Annual
Payable from as Part of Benefits Upon Total Compensation from the Fund
Name and Position the Trust Fund Expenses Retirement Complex Payable to Trustee
----------------- ------------ ----------------- ---------------- ---------------------------------
<S> <C> <C> <C> <C>
Thomas Gallagher,....... $ 500 N/A N/A $ 6,500 for service on two boards
Trustee(1)(2)
F. Wendell Gooch,....... $2,000 N/A N/A $27,500 for service on two boards
Trustee
Wilton Looney,.......... $2,000 N/A N/A $28,000 for service on two boards
Trustee(1)
James O. Robbins,....... $ 0 N/A N/A $ 4,500 for service on two boards
Trustee(2)
Jonathan T. Walton,..... $2,000 N/A N/A $27,500 for service on two boards
Trustee
William H. Cammack,..... $ 0 N/A N/A $ 0 for service on two boards
Trustee(3)
T. Gordy Germany,....... $2,000 N/A N/A $27,500 for service on two boards
Trustee(4)
Daniel S. Goodrum,...... $1,500 N/A N/A $18,000 for service on two boards
Trustee(4)
Champney A. McNair,..... $2,000 N/A N/A $26,000 for service on two boards
Trustee(4)
Bernard F. Sliger,...... $2,000 N/A N/A $27,500 for service on two boards
Trustee(4)
</TABLE>
--------
(1) Denotes a Trustee who may be deemed an "interested person" as defined in
the 1940 Act.
(2) Messrs. Robbins and Gallagher were appointed as Trustees on May 16,
2000. Therefore, they did not serve on the Board of the STI Classic
Variable Trust during the most recent fiscal year and did not serve on
the Board of the STI Classic Funds for a full year during its most
recent fiscal year.
(3) Mr. Cammack resigned from each Board on May 16, 2000.
(4) Denotes Trustees who will be retiring effective November 18, 2000.

Meetings and Committees of the Boards of Trustees

There were four regular meetings of the Boards of Trustees held during the
fiscal year most recently completed.

Each Board of Trustees has an Audit Committee. With respect to each Trust,
the Audit Committee makes recommendations to the full Board of Trustees with
respect to the engagement of independent accountants. The Audit Committee
reviews, with the independent accountants, the results of the audit engagement
and matters having a material effect on the Trust's financial operations. The
members of the Audit Committee during the fiscal year most recently ended were
Dr. Sliger and Messrs. Germany, Gooch and Walton, each of whom is not an
"interested person" within the meaning of the 1940 Act. Mr. Gooch was Chairman
of the Audit Committee during the fiscal year most recently ended. If elected,
Messrs. Gooch, Walton, Gallagher and Robbins will become members of each Audit
Committee. The STI Classic Funds' Audit Committee met three times during its
fiscal year most recently completed, ending May 31, 2000, and the STI Classic
Variable Trust's Audit Committee met two times during its fiscal year, most
recently completed, ending December 31, 1999.

Each Board of Trustees has a Nominating Committee. The Nominating Committee
makes recommendations to the full Board of Trustees with respect to candidates
for and policies of the Board of Trustees. The members

6
<PAGE>

of each Trust's Nominating Committee for the fiscal year most recently ended
were Dr. Sliger and Messrs. Germany and Gooch (Chairman), each of whom is not
an "interested person" within the meaning of the 1940 Act. The Nominating
Committees met once during the fiscal year most recently ended.

Board Approval of the Election of Trustees

At the meeting of the Boards of Trustees held on August 15, 2000, the Boards
of Trustees voted to approve a Special Shareholder Meeting to elect each of
the Nominees for Trustee named herein. In voting to approve a Special
Shareholder Meeting to elect the Nominees as Trustees of the Trusts, the
Boards of Trustees considered the Nominees' experience and qualifications.

Shareholder Approval of the Election of Trustees

The election of Trustees requires the affirmative vote of a plurality of all
votes cast at the Special Meeting, provided that a majority of the shares
entitled to vote are present in person or by proxy at the Special Meeting. If
you return your proxy but give no voting instructions, your shares will be
voted FOR all Nominees named herein. If the Nominees are not approved by
shareholders of the Trusts, the current Boards of Trustees will remain in
place and consider alternative nominations.

THE BOARDS OF TRUSTEES RECOMMEND THAT YOU VOTE FOR ALL NOMINEES.

Proposal 2: To Consider and Act Upon a Proposal to Revise or Eliminate Certain
Fundamental Investment Policies for each Trust.

The 1940 Act requires an investment company to have certain specified
investment policies which can be changed only by shareholder vote. Those
policies are often referred to as "fundamental" investment policies. Because
of the opportunity afforded by this Special Meeting, there has been a review
of each Fund's fundamental policies with the goal of simplifying, modernizing
and making consistent, as far as possible, the fundamental policies of the
Trusts.

This Proposal seeks to revise or eliminate those fundamental policies which
no longer reflect regulatory or industry requirements. This Proposal further
seeks to amend the Trusts' current fundamental policies in the interest of
clarity and uniformity, resulting in standardized fundamental investment
policies, but, in many cases, with no material changes to the policies
themselves. Accordingly, the Trusts' Boards of Trustees have approved the
proposed policies and unanimously recommend the approval of the proposed
elimination or revision of certain of the Funds' fundamental investment
policies as discussed below.

It is NOT anticipated that any of the sub-proposals will substantially
affect the way the Funds are currently managed. However, certain Funds may
begin to engage in securities lending. Set forth below, as a sub-section of
this Proposal, is a detailed description of each of the proposed changes. You
will be given the option to approve all, some, or none of the proposed changes
on the Proxy Card enclosed with this Joint Proxy Statement. Although the
revision or elimination of a fundamental policy is not likely to have a
significant impact on the current investment techniques employed by the Funds,
it will contribute to the overall objective of standardization.

A listing of the proposed fundamental investment policies to be adopted by
each Trust are set forth in Exhibit A. A listing of the current fundamental
investment policies of each Trust are set forth in Exhibit B. Policies apply
to all Funds unless otherwise indicated.

Proposal 2.1: To Revise the Fundamental Policies Concerning Diversification.

Each Fund is a "diversified" fund under the 1940 Act. This means that, with
respect to 75% of its total assets, a Fund may not invest more than 5% of its
total assets in a single issuer or purchase more than 10% of

7
<PAGE>

the voting securities of any one issuer. This restriction does not apply to
U.S. government securities or securities of other investment companies.

The Trusts currently have two policies regarding diversification. The first
policy prevents a Fund (except the Life Vision Funds) from purchasing more
than 10% of the voting securities of a single issuer. The second policy,
applicable to all Funds, prohibits the investment of more than 5% of a Fund's
assets in a single issuer, with respect to 75% of the Fund's total assets. As
described above, the 5% and 10% limitations only apply to 75% of a
"diversified" fund's total assets. Therefore, the first policy, as currently
written, is more restrictive than required under the 1940 Act in its
application to 100% of a Fund's assets.

In the interest of flexibility and uniformity, it is proposed that a single
policy containing only those requirements applicable to a diversified fund
under the 1940 Act apply to all Funds.

Current Text:

No Fund (except the Life Vision Funds) may:

1. Acquire more than 10% of the voting securities of any one issuer.

2. Purchase the securities of any issuer (except securities issued or
guaranteed by the United States, its agencies or instrumentalities and
repurchase agreements involving such securities) if as a result more than
5% of the total assets of the Fund would be invested in the securities of
such issuer; provided, however, that a Fund may invest more than 25% of its
assets without regard to this restrictions permitted by applicable law.

No Life Vision Fund may:

Proposed Text:

No Fund may:

With respect to 75% of each Fund's total assets, invest more than 5% of the
value of the total assets of a Fund in the securities of any one issuer (other
than securities issued or guaranteed by the U.S. government or any of its
agencies or instrumentalities, repurchase agreements involving such
securities, and securities issued by investment companies), or purchase the
securities of any one issuer if such purchase would cause more than 10% of the
voting securities of such issuer to be held by a Fund.

Proposal 2.2: To Eliminate the Policies Concerning Investing for Control.

Under the Trusts' current investment policies, no Fund (except the Life
Vision Funds) may invest in a company for the purpose of exercising control.
This policy is overly restrictive and is not required under the 1940 Act.
These policies were adopted in response to requirements of certain state
regulations that no longer apply to the Funds with the passage of the National
Securities Market Improvement Act of 1996 which preempted state law. While the
Funds have no present intention of investing in any companies for the purpose
of exercising control, the Trustees do not believe such a policy is necessary.
Shareholders are being asked to approve the elimination of this policy.

Current Text:

No Fund (except the Life Vision Funds) may:

Invest in companies for the purpose of exercising control.

8
<PAGE>

Proposal 2.3: To Revise the Fundamental Investment Policy Concerning
Borrowing.

The 1940 Act requires borrowings to have 300% asset coverage. Under the
proposed policy which is substantially the same as the borrowing policy for
the STI Classic Life Vision Funds, the Funds will be able to borrow up to the
1940 Act limit. The Funds will no longer be restricted to borrowing only for
redemption requests or for extraordinary or emergency purposes, and would not
be limited to borrowing only from banks. The new policy would not prohibit the
Funds from borrowing for leveraging purposes, although the Funds currently
have no intention of borrowing for such purposes. If the Funds were to borrow
money for the purposes of leverage, its net assets would tend to increase or
decrease at a greater rate with market changes than if leverage were not used.

Current Text:

No Fund (except the Life Vision Funds) may:

Borrow money except for temporary or emergency purposes and then only in an
amount not exceeding one-third of the value of total assets. Any borrowing
will be done from a bank and, to the extent that such borrowing exceeds 5% of
the value of the Fund's assets, asset coverage of at least 300% is required.
In the event that such asset coverage shall at any time fall below 300%, the
Fund shall, within three days thereafter or such longer period as the
Securities and Exchange Commission may prescribe by rules and regulations,
reduce the amount of its borrowings to such an extent that the asset coverage
of such borrowings shall be at least 300%. This borrowing provision is
included solely to facilitate the orderly sale of portfolio securities to
accommodate heavy redemption requests if they should occur and is not for
investment purposes. All borrowings in excess of 5% of the value of a Fund's
total assets will be repaid before making additional investments and any
interest paid on such borrowings will reduce income.

Life Vision Funds Current Text:

No Fund may:

Borrow money, except that a Life Vision Fund (a) may borrow money for
temporary or emergency purposes in an amount not exceeding 5% of the Life
Vision Fund's total assets determined at the time of the borrowing and (b) may
borrow money from banks or by engaging in reverse repurchase agreements. Asset
coverage of at least 300% is required for all borrowings, except where a Life
Vision Fund has borrowed money for temporary purposes in amounts not exceeding
5% of its total assets.

Proposed Text:

No Fund may:

Borrow money in an amount exceeding 33 1/3% of the value of its total
assets, provided that, for the purposes of this limitation, investment
strategies that either obligate a Fund to purchase securities or require a
Fund to segregate assets are not considered to be borrowing. Asset coverage of
at least 300% is required for all borrowing, except where the Fund has
borrowed money for temporary purposes (less than 60 days), and in an amount
not exceeding 5% of its total assets.

Proposal 2.4: To Eliminate the Fundamental Policies Concerning Pledging,
Mortgaging or Hypothecating Assets.

Under the Trusts' current investment policies, no Fund (except the Life
Vision Funds) may pledge, mortgage or hypothecate assets except to secure
temporary borrowings, in aggregate amounts exceeding 10% of the Fund's total
assets, taken at the time of the loan, except as permitted with respect to
securities lending. This policy is overly restrictive and is not required
under the 1940 Act. Shareholders are being asked to approve the elimination of
this policy. Appropriate safeguards regarding borrowings are subsumed in the
single proposed policy described above in Proposal 2.3.

9
<PAGE>

Current Text:

No Fund (except the Life Vision Funds) may:

Pledge, mortgage or hypothecate assets except to secure temporary borrowings
permitted by (3) above in aggregate amounts not to exceed 10% of the Fund's
total assets, taken at current value at the time of the incurrence of such
loan, except as permitted with respect to securities lending.

Proposal 2.5: To Revise the Fundamental Policies Concerning Securities
Lending.

Under the Trusts' current investment policies, only certain Funds are
permitted to engage in securities lending. Under the proposed policy, all
Funds may engage in securities lending as permitted under the 1940 Act, and as
described in the appropriate prospectuses and statements of additional
information. In the interest of uniformity and flexibility, the shareholders
are being asked to approve this proposed policy, applicable to all Funds.

Current Text:

No STI Classic Funds may:

Make loans, except that (a) a Fund may purchase or hold debt instruments in
accordance with its investment objective and policies; (b) a Fund may enter
into repurchase agreements, and (c) the Bond Funds, Balanced Fund, Emerging
Markets Equity Fund, International Equity Fund, International Equity Index
Fund, Limited-Term Federal Mortgage Securities Fund, U.S. Government
Securities Fund, Small Cap Value Equity Fund and Value Income Stock Fund may
engage in securities lending as described in the Prospectuses and in this
Statement of Additional Information.

No STI Classic Variable Trust Funds may:

Make loans, except that (a) a Fund may purchase or hold debt instruments in
accordance with its investment objective and policies; (b) a Fund may enter
into repurchase agreements; and (c) the Investment Grade Bond Fund, Growth and
Income Fund, Quality Growth Stock Fund, and Value Income Stock Fund may engage
in securities lending as described in the Prospectus and in this Statement of
Additional Information.

No Life Vision Funds may:

Lend any security or make any other loan, except as permitted by the 1940
Act.

Proposed Text:

No Fund may:

Make loans, except that a Fund may: (i) purchase or hold debt instruments in
accordance with its investment objectives and policies; (ii) enter into
repurchase agreements; and (iii) lend its portfolio securities.

Proposal 2.6: To Eliminate the Fundamental Policies Concerning Investment in
Other Investment Companies.

The Trusts' current fundamental investment policies concerning investment in
other investment companies prohibits such investments, except for money market
funds and collateralized mortgage obligations and REMICs deemed to be
investment companies.

The ability of mutual funds to invest in other investment companies is
restricted by the 1940 Act. Under the 1940 Act, each Fund, other than the Life
Vision Funds, is prohibited from acquiring the securities of other investment
companies if, as a result of such acquisition, the Fund owns more than 3% of
the total voting stock of the company; securities issued by any one investment
company represent more than 5% of the total assets of a Fund; or securities
(other than treasury stock) issued by all investment companies represent more
than 10% of the total assets of the Fund.

10
<PAGE>

These restrictions will remain applicable to the Funds whether or not they
are recited in a fundamental policy. As a result, elimination of the current
policy is not expected to have any impact on the Funds' investment practices,
except to the extent that regulatory requirements may change in the future.
Shareholders are being asked to approve the elimination of this policy.

Current Text:

No Fund (except the Life Vision Funds) may:

Purchase securities of other investment companies except for money market
funds and CMOs and REMICs deemed to be investment companies and then only as
permitted by the Investment Company Act of 1940 (the "1940 Act") and the rules
and regulations thereunder, except that the Mid-Cap Equity, Balanced, Georgia
Tax-Exempt Bond, Florida Tax-Exempt Bond, U.S. Government Securities, Limited-
Term Federal Mortgage Securities, International Equity Index, International
Equity, and Small Cap Value Equity Funds' purchases of investment company
shares are not limited to money market funds. Under these rules and
regulations, a Fund is prohibited from acquiring the securities of other
investment companies if, as a result of such acquisition, the Fund owns more
than 3% of the total voting stock of the company; securities issued by any one
investment company represent more than 5% of the total assets of a Fund; or
securities (other than treasury stock) issued by all investment companies
represent more than 10% of the total assets of the Fund.

Proposal 2.7: To Eliminate the Fundamental Policies Concerning Short Sales.

The Trusts' current fundamental investment policies prevent the Funds from
making short sales, maintaining a short position or purchasing securities on
margin, except to obtain short-term credits necessary for the clearance of
securities transactions. These policies were adopted in response to certain
state regulations and are no longer applicable with the passage of the
National Securities Market Improvement Act of 1996 which preempted state law.
Such a restriction is not required under the 1940 Act. The Funds' Investment
Adviser recognizes short sales may not be appropriate for all of the Funds,
and if this Proposal is approved, will determine the appropriateness of short
sales on a Fund-by-Fund basis. Appropriate disclosure of this practice will
also be included in such Fund's prospectus and/or statement of additional
information. Shareholders are being asked to approve the elimination of this
policy.

Current Text:

No Fund may:

Make short sales of securities, maintain a short position or purchase
securities on margin, except that the Trust may obtain short-term credits as
necessary for the clearance of security transactions.

Proposals 2.8 Through 2.11: Other Policies--Investment in Real Estate,
Underwriting of Securities, Purchase of Commodities and Concentration.

Each of the other proposed fundamental policies regarding investment in real
estate (Proposal 2.8), underwriting of securities (Proposal 2.9), purchase of
commodities (Proposal 2.10), and concentration (Proposal 2.11) are not
materially different from the current comparable policy of each Fund, except
that these policies have been clarified or reworded. Shareholders are being
asked to approve the revised policies. In the case of Proposals 2.8 and 2.10,
two policies that currently apply to the Life Vision Funds are proposed to
replace a single policy applicable to the other Funds in each Trust.

Proposal 2.8: Investment In Real Estate.

Current Text:

No Fund (except the Life Vision Funds) may:

11
<PAGE>

estate (except that each Bond Fund may purchase mortgage-backed and other
mortgage-related securities, including collateralized mortgage obligations and
REMICs). However, subject to their permitted investment spectrum, any Fund may
invest in companies which invest in real estate, commodities or commodities
contracts.

Life Vision Funds Current Text: Same as proposed.

Proposed Text:

No Fund may:

Purchase or sell real estate, unless acquired as a result of ownership of
securities or other instruments (but this shall not prevent a Fund from
investing in securities or other instruments either issued by companies that
invest in real estate, backed by real estate or securities of companies
engaged in the real estate business).

Proposal 2.9: Underwriting of Securities.

Current Text:

No Fund (except the Life Vision Funds) may:

Act as an underwriter of securities of other issuers except as it may be
deemed an underwriter in selling a security.

Life Vision Funds Current Text:

No Fund may:

Underwrite securities issued by others, except to the extent that the Life
Vision Fund may be considered an underwriter within the meaning of the
Securities Act of 1933 (the "Securities Act") in the disposition of restricted
securities.

Proposed Text:

No Fund may:

Underwrite securities issued by others, except to the extent that the Fund
may be considered an underwriter within the meaning of the Securities Act of
1933 in the sale of portfolio securities.

Proposal 2.10: Purchase of Commodities.

Current Text:

No Fund (except the Life Vision Funds) may:

Purchase or sell real estate, real estate limited partnership interests,
commodities or commodities contracts (except for financial futures contracts)
and interests in a pool of securities that are secured by interests in real
estate (except that each Bond Fund may purchase mortgage-backed and other
mortgage-related securities, including collateralized mortgage obligations and
REMICs). However, subject to their permitted investment spectrum, any Fund may
invest in companies which invest in real estate, commodities or commodities
contracts.

12
<PAGE>

Life Vision Funds Current Text: Same as proposed.

Proposed Text:

No Fund may:

Purchase or sell physical commodities, unless acquired as a result of
ownership of securities or other instruments.

Proposal 2.11: Concentration.

Current Text:

No Fund (except the Life Vision Funds) may:

Purchase any securities which would cause more than 25% of the total assets
of a Fund to be invested in the securities of one or more issuers conducting
their principal business activities in the same industry, provided that this
limitation does not apply to investments in obligations issued or guaranteed
by the U.S. government or its agencies and instrumentalities, repurchase
agreements involving such securities or tax-exempt securities issued by
governments or political subdivisions of governments and, with respect to only
the money market funds, obligations issued by domestic branches of U.S. banks
or U.S. branches of foreign banks subject to the same regulations as U.S.
banks. For purposes of this limitation, (i) utility companies will be divided
according to their services, for example, gas, gas transmission, electric and
telephone will each be considered a separate industry; (ii) financial service
companies will be classified according to the end users of their services, for
example, automobile finance, bank finance and diversified finance will each be
considered a separate industry; and (iii) supranational entities will be
considered to be a separate industry.

Life Vision Funds Current Text:

No Fund may:

Purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or instrumentalities
or securities issued by investment companies) if, as a result, more than 25%
of the Life Vision Fund's total assets would be invested in the securities of
companies whose principal business activities are in the same industry. In
addition, each Life Vision Fund may not invest more than 25% of its assets in
underlying STI Classic Funds that, as a matter of policy, concentrate their
assets in any one industry. However, a Life Vision Fund may indirectly invest
more than 25% of its total assets in one industry through its investments in
the underlying STI Classic Funds. Each Life Vision Fund may invest up to 100%
of its assets in securities issued by investment companies.

Proposed Text:

No Fund may:

Purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or instrumentalities
and securities issued by investment companies) if, as a result, more than 25%
of the Fund's total assets would be invested in the securities of companies
whose principal business activities are in the same industry.

With respect to the money market funds, this limitation does not apply to
obligations issued by domestic branches of U.S. banks or U.S. branches of
foreign banks subject to the same regulations as U.S. banks.

No Life Vision Fund may invest more than 25% of its assets in underlying
STI Classic Funds that, as a matter of policy, concentrate their assets in
any one industry. However, a Life Vision Fund may indirectly invest more
than 25% of its total assets in one industry through its investments in the
underlying STI Classic Funds. Each Life Vision Fund may invest up to 100%
of its assets in securities issued by investment companies (STI Classic
Funds Only).

13
<PAGE>

Shareholder Approval of the Fundamental Investment Policies

The approval of the proposed fundamental investment policies with respect to
each Fund requires the affirmative vote of a majority of the outstanding
voting securities. If you return your Proxy but give no voting instructions,
your shares will be voted FOR all the policy changes described herein. If the
shareholders of any Fund fail to approve any proposed fundamental policy, the
current such policy will remain in effect.

THE BOARDS OF TRUSTEES RECOMMEND THAT YOU VOTE TO APPROVE THE
AMENDED POLICIES.

14
<PAGE>

ADDITIONAL INFORMATION

Trustees and Executive Officers

Information about the Trusts' current Trustees, other than the Nominees, and
principal executive officers is set forth below. Each officer of the Trusts
will hold such office until the Boards of Trustees have elected a successor.

<TABLE>
<CAPTION>
Shares of the
Business Experience During the Funds Beneficially Percentage
Name and Position Past Five Years (Including All Owned as of of
With the Trusts Age Trusteeships or Directorships) Fund-Class August 16, 2000** Ownership
----------------- --- ------------------------------ ------------- ------------------ ----------
<C> <C> <S> <C> <C> <C>
Daniel S. Goodrum, Trustee*... 74 Chairman, Audit -- -- --
Committee and Director,
Holy Cross Hospital.
Executive Committee
Member and Director,
Honda Classic
Foundation. Director,
Broward Community
College Foundation.
Trustee, STI Classic
Funds and STI Classic
Variable Trust, May
1992--present.

Champney A. McNair, Trustee*.. 74 Director and Chairman -- -- --
of Investment Committee
and member of Executive
Committee, Cotton
States Life and Health
Insurance Company.
Director and Chairman
of Investment Committee
and member of Executive
Committee, Cotton
States Mutual Insurance
Company. Chairman,
Trust Company of
Georgia Advisory
Council. Trustee, STI
Classic Funds and STI
Classic Variable Trust,
May 1992--present.

T. Gordy Germany, Trustee..... 75 Director, Norrell Capital 1,282.233 0.009%
Corporation and Mercy Appreciation
Health Services, the Fund-Investor
latter being the Shares
holding company of St.
Joseph's Hospitals.
Trustee, STI Classic
Funds and STI Classic
Variable Trust, May
1992--present.
Value Income 5,435.725 0.060%
Stock
Fund-Investor
Shares
</TABLE>

15
<PAGE>

<TABLE>
<CAPTION>
Shares of the
Business Experience During the Funds Beneficially Percentage
Name and Position With the Past Five Years (Including All Owned as of of
Trusts Age Trusteeships or Directorships) Fund-Class August 16, 2000** Ownership
-------------------------- --- ------------------------------ ---------- ------------------ ----------
<C> <C> <S> <C> <C> <C>
Dr. Bernard F. Sliger.... 75 Director, Stravros -- -- --
Trustee Center for Economic
Education, Florida State
University, 1991-
Present. Trustee, STI
Classic Funds and STI
Classic Variable Trust,
May 1992-present.

Mark Nagle............... 41 Vice President and -- -- --
President Controller, Funds
Accounting, 1996-
present. Vice President
of the Administrator and
Distributor, 1996-
present. Vice President
of the Distributor,
1997-present. Senior
Vice President and Site
Manager, Fidelity
Investments, 1981-
September 1995.
</TABLE>
--------
* Denotes an individual who may be deemed to be an "interested person" as
defined in the 1940 Act.
** As of August 16, 2000, the Trustees and officers of the Trust as a group
(17 persons) beneficially owned an aggregate of less than 1% of each Fund.

Investment Adviser

Trusco Capital Management, Inc. ("Trusco" or the "Adviser"), 50 Hurt Plaza,
Suite 1400, Atlanta, GA 30303, acts as the Trusts' Investment Adviser. Trusco
is a wholly-owned subsidiary of SunTrust Banks, Inc., a bank holding company.

Administrator

SEI Investments Mutual Funds Services (the "Administrator"), located at One
Freedom Valley Drive, Oaks, Pennsylvania 19456, serves as the Trusts'
administrator. SEI Investments Mutual Funds Services is a wholly-owned
subsidiary of SEI Investments Company, which is also located at the same
address.

Distributor and Principal Underwriter

SEI Investments Distribution Co. (the "Distributor"), located at One Freedom
Valley Drive, Oaks, Pennsylvania 19456, serves as the Trusts' distributor. The
Distributor is a wholly-owned subsidiary of SEI Investments Company.

Independent Public Accountants

Arthur Anderson LLP serves as independent public accountants for the Trusts.
Arthur Anderson LLP has informed the Trusts that it has no material direct or
indirect financial interest in the Trusts. Representatives of Arthur Anderson
LLP are not expected to be present at the Special Meeting, but will be
available by telephone should questions arise.

16
<PAGE>

Beneficial Owners

As of the Record Date, the following persons owned 5% or more of the
outstanding shares of each series of the STI Classic Funds, as described
below:

<TABLE>
<CAPTION>
Total Number Class Percentage
Name of Fund Name and Address of Owner of Shares of Shares of Ownership
------------ ------------------------- --------------- --------- ------------
<S> <C> <C> <C> <C>
High Income Fund Homesure of America Inc. 74,180.4930 Flex 13.89%
P.O. Box 551510
Ft. Lauderdale, FL 33355-1510

NFSC FEBO 37,827.4820 Flex 7.08%
NFSC/FMTC IRA
FBO Marius J. Herrin
6460 East Bay Blvd.
Gulf Breeze, FL
32561-9734

Core Equity Fund Trustman 7,085,568.5510 Trust 45.81%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Trustman 5,526,493.5730 Trust 35.73%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Trustman 1,702,520.9970 Trust 11.01%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

HAMAC & CO 920,721.6660 Trust 5.95%
Attn. Barbara Holloway
P.O. Box 26665 HDQ 5706
Richmond, VA 23261-6665

Small Cap Growth Trustman 11,698,697.8840 Trust 49.07%
Stock Fund SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

Trustman 2,760,636.3170 Trust 11.58%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870
</TABLE>

17
<PAGE>

<TABLE>
<CAPTION>
Total Number Class Percentage
Name of Fund Name and Address of Owner of Shares of Shares of Ownership
------------ ------------------------- ------------------ --------- ------------
<S> <C> <C> <C> <C>
Small Cap Growth Trustman 4,188,824.1380 Trust 17.57%
Stock Fund SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

Trustman 2,544,242.1290 Trust 10.67%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

Vanguard Group 100,937.1780 Investor 5.49%
FBO Lockwood Greene
401K and Profit Sharing Plan
92477
P.O. Box 2600 VM 613
Valley Forge, PA 19482-2600

E-Commerce Trustman 2,444,055.2010 Trust 35.47%
Opportunity Fund SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Trustman 2,765,886.4460 Trust 40.14%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Trustman 1,513,232.4140 Trust 21.96%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Prime Quality SunTrust Bank 3,384,998,165.7000 Trust 94.54%
Money Market Fund Attn. Susan Grider
Mail Center 3133
PO Box 105504
Atlanta, GA 30348-5504

National Financial Services 1,445,697,008.6500 Investor 95.59%
Corp.
For Exclusive Benefit of our
Cust.
Attn. Mutual Funds Dept.
One World Financial Center
200 Liberty Street, FL 5
New York, NY 10281-5500
</TABLE>

18
<PAGE>

<TABLE>
<CAPTION>
Total Number Class Percentage
Name of Fund Name and Address of Owner of Shares of Shares of Ownership
------------ ------------------------- ---------------- --------- ------------
<S> <C> <C> <C> <C>
Prime Quality NFSC FEBO 162,060.6300 Flex 6.10%
Money Market Fund John Beiser
Maureen Beiser
PMB 504
1266 W. Paces Ferry Road
Atlanta, GA 30327-2306

NFSC FEBO 169,783.4200 Flex 6.39%
Paula E. Kelly
10970 Woodland Falls Drive
Great Falls, VA 22066-1536

U.S. Government SunTrust Bank 427,669,393.4400 Trust 77.66%
Securities Money Attn. Susan Grider
Market Fund Mail Center 3133
PO Box 105504
Atlanta, GA 30348-5504

SunTrust Bank Central Florida 91,641,283.7300 Trust 16.64%
TTEE
FBO Sawtek Inc.
ESOP & Profit Sharing Plan
c/o FASCORP
8515 E. Orchard Rd. #2T2
Englewood, CO 80111-5037

Akerman, Senterfitt & Eidson 5,541,239.0000 Investor 6.55%
Attorney Account
P.O. Box 231
Orlando, FL 32802-0231

National Financial Services 59,501,646.5300 Investor 70.36%
Corp.
for Exclusive Bene. of our
Cust.
Attn: Mutual Funds Department
One World Financial Center
200 Liberty St., FL 5
New York, NY 10281-5500

Tax-Exempt Money SunTrust Bank 902,832,514.1900 Trust 99.95%
Market Fund Attn. Susan Grider
Mail Center 3133
PO Box 105504
Atlanta, GA 30348-5504

National Financial Services 128,492,817.0800 Investor 91.69%
Corp.
For Exclusive Benefit of our
Cust.
Attn. Mutual Funds Dept.
One World Financial Center
200 Liberty Street, FL 5
New York, NY 10281-5500

Investment Grade Trustman 28,336,678.9710 Trust 30.94%
Bond Fund SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870
</TABLE>

19
<PAGE>

<TABLE>
<CAPTION>
Total Number Class Percentage
Name of Fund Name and Address of Owner of Shares of Shares of Ownership
------------ ------------------------- --------------- --------- ------------
<S> <C> <C> <C> <C>
Investment Grade Trustman 16,808,667.6150 Trust 18.35%
Bond Fund SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Trustman 31,558,632.2360 Trust 34.46%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Investment Grade Trustman 2,181,732.7620 Trust 20.99%
Tax-Exempt Bond SunTrust Banks
Fund Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Trustman 2,672,224.4470 Trust 25.71%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Trustman 5,541,471.0070 Trust 53.31%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Marion G. Nelson 100,000.0000 Investor 5.62%
P.O. Box 2531
Panama City, FL 32402-2531

NFSC FEBO 92,506.9210 Flex 7.22%
BSC Tres Investment
P.O. Box 6447
Knoxville, TN 37914-0447

Capital Trustman 17,636,245.0980 Trust 26.15%
Appreciation Fund SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870
</TABLE>

20
<PAGE>

<TABLE>
<CAPTION>
Total Number Class Percentage
Name of Fund Name and Address of Owner of Shares of Shares of Ownership
------------ ------------------------- --------------- --------- ------------
<C> <S> <C> <C> <C>
Capital Trustman 4,661,186.7740 Trust 6.91%
Appreciation Fund SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Trustman 12,055,840.2130 Trust 17.88%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Trustman 10,836,577.6430 Trust 16.07%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

SunTrust Bank Central Florida 5,176,609.9500 Trust 7.68%
TTEE
FBO Florida Rock Industries
Inc.
P/S & Deferred Earnings Plan
c/o Fascorp
8515 E. Orchard Road #2T2
Englewood, CO 80111-5037

Value Income Stock Trustman 45,310,440.3910 Trust 58.26%
Fund SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Trustman 6,656,431.3670 Trust 8.56%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Nissan Motor Corp-USA 401K 4,468,488.5580 Trust 5.75%
Plan RH03
State Street Bank TTEE
P.O. Box 1992
Attn: Cathie Noyes
Boston, MA 02105-1992

Short-Term U.S. Trustman 1,753,262.2260 Trust 19.84%
Treasury SunTrust Banks
Securities Fund Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870
</TABLE>

21
<PAGE>

<TABLE>
<CAPTION>
Total Number Class Percentage
Name of Fund Name and Address of Owner of Shares of Shares of Ownership
------------ ------------------------- -------------- --------- ------------
<C> <S> <C> <C> <C>
Short-Term U.S. Trustman 2,603,683.2140 Trust 29.47%
Treasury SunTrust Banks
Securities Fund Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Trustman 2,301,864.1110 Trust 26.05%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

CENCO 1,819,739.6070 Trust 20.60%
AMG 7th Floor
P.O. Box 10566
Birmingham, AL 35296-0001

Clarence A. Rittenhouse 70,601.9160 Investor 34.50%
Margaret S. Rittenhouse Jt
Wros
12993 Lampadaire Drive
Creve Coeur, MO 63141-7361

NFSC FEBO 12,049.4280 Investor 5.89%
NFSC/FMTC IRA
FBO James H. Gordon
P.O. Box 1858
Umatilla, FL 32784-1858

NFSC FEBO 11,797.3110 Investor 5.77%
Bill Lovett TTEE
Hussey Gay Bell & DeYoung Inc.
PS
P.O. Box 14247
Savannah, GA 31416-1247

NFSC FEBO 10,891.6780 Investor 5.32%
Poucher Sexton Spitzer TTEE
A Randys Electric 401K
P.O. Box 42577
St. Petersburg, FL 33742-4577

NFSC FEBO 31,991.7110 Flex 5.83%
Dennis Murphy TTEE
Olympian Tape Sales Inc. DBA
United Tape Co PSP
2545 Ivy Street East
Cumming, GA 30041-6459

Short-Term Bond Trustman 5,504,788.9430 Trust 26.88%
Fund SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870
</TABLE>

22
<PAGE>

<TABLE>
<CAPTION>
Total Number Class Percentage
Name of Fund Name and Address of Owner of Shares of Shares of Ownership
------------ ------------------------- -------------- --------- ------------
<C> <S> <C> <C> <C>
Short-Term Bond Trustman 7,536,193.6370 Trust 36.80%
Fund SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Trustman 4,994,123.1390 Trust 24.39%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Trustman 1,106,385.7030 Trust 5.40%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

SunTrust Bank Atlanta 11,663.9630 Investor 8.09%
Custodian for the Sep of
Charles I. Schwartz Sep
c/o Avanti Properties Group
431 E. Horatio Ave. #210
Maitland, FL 32751-4560

Bartow Memorial Hospital 14,227.9290 Investor 9.87%
Foundation Inc.
P.O. Box 877
Bartow, FL 33831-0877

NFSC FEBO 14,743.4060 Investor 10.23%
NFSC/FMTC IRA Rollover
FBO Dewey L. Haggard
549 Hollydale Ct NW
Atlanta, GA 30342-3633

NFSC FEBO 13,553.6330 Flex 6.42%
James Hunnicutt
Pamela Hunnicutt
3764 Prairie Dunes Drive
Sarasota, FL 34238-2853

NFSC FEBO 10,999.6550 Flex 5.21%
BJ Cole, Jr.
Brenda W. Cole TTEE
Cole Electric Co. 401K/PSP
1669 Westview Dr. SW
Atlanta, GA 30310-1264

NFSC FEBO 10,603.4090 Flex 5.02%
Aslam Khatri TTEE
Trimble House Corp PS
1605 Indian Brook Way #100
Norcross, GA 30093-2663
</TABLE>

23
<PAGE>

<TABLE>
<CAPTION>
Total Number Class Percentage
Name of Fund Name and Address of Owner of Shares of Shares of Ownership
------------ ------------------------- -------------- --------- ------------
<C> <S> <C> <C> <C>
Mid-Cap Equity Trustman 6,783,524.7990 Trust 48.41%
Fund SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Trustman 1,285,642.3940 Trust 9.18%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Trustman 4,565,309.9810 Trust 32.58%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Anthony R. Gray 69,353.5270 Investor 6.83%
460 Virginia Dr.
Winter Park, FL 32789-5805

Balanced Fund Trustman 2,328,410.3930 Trust 13.96%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

SunTrust Bank Atlanta Trustee 981,337.1920 Trust 5.88%
FBO Genuine Partnership Plan
c/o FASCORP
8515 E. Orchard Rd. # 2T2
Englewood, CO 80111-5037

Florida Tax-Exempt Trustman 1,064,142.8230 Trust 11.60%
Bond Fund SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Trustman 2,351,046.0600 Trust 25.62%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870
</TABLE>

24
<PAGE>

<TABLE>
<CAPTION>
Total Number Class Percentage
Name of Fund Name and Address of Owner of Shares of Shares of Ownership
------------ ------------------------- -------------- --------- ------------
<C> <S> <C> <C> <C>
Florida Tax-Exempt Trustman 5,761,305.6770 Trust 62.78%
Bond Fund SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Albert B. Marshall Trustee 15,667.4240 Investor 5.66%
Albert B. Marshall Family
Trust
Dated 4/7/87
P.O. Box 25
Umatilla, FL 32784-0025

Mary C. Marshall Trustee of 15,667.4240 Investor 5.66%
the Mary C.
Marshall Family Trust DTD
4/7/87
P.O. Box 25
Umatilla, FL 32784-0025

Mildred Meinhart Rast 34,302.1730 Investor 12.39%
821 Lake Port Blvd.
Apt. #A404
Leesburg, FL 34748-7698

NFSC FEBO 46,252.8750 Flex 5.00%
Albert R. Eanzel
Isle Mynatt
P.O. Box 1444
Boca Raton, FL 33429-1444

NFSC FEBO 54,348.8360 Flex 5.88%
Joseph Pellegrino TR
Joseph Pellegrino
U/A 7/8/94
506 Oleander Drive
Hallandale, FL 33009-6530

Georgia Tax-Exempt Trustman 2,214,880.6120 Trust 26.36%
Bond Fund SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Trustman 5,309,482.7970 Trust 63.18%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Trustman 879,396.4220 Trust 10.46%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870
</TABLE>

25
<PAGE>

<TABLE>
<CAPTION>
Total Number Class Percentage
Name of Fund Name and Address of Owner of Shares of Shares of Ownership
------------ ------------------------- --------------- --------- ------------
<C> <S> <C> <C> <C>
Georgia Tax-Exempt Patrick J. Doran & Norma R. 33,279.4590 Investor 12.83%
Bond Fund Doran Jtten
2024 Fisher Trail NE
Atlanta, GA 30345-3429

John L. Conyers 14,524.8920 Investor 5.60%
124 Etowah Drive
Cartersville, GA 30120-3730

NFSC FEBO # G1R-162566 54,153.2930 Investor 20.87%
M C Tatro
5360 Deer Run Dr.
Conyers, GA 30094-4706

NFSC FEBO 67,673.4290 Flex 7.45%
Francis E. Cook
1210 Peachtree Rd.
Augusta, GA 30909-3822

NFSC FEBO 73,511.7400 Flex 8.09%
John Dennard Miller
Hazel M. Miller
6 Priory Road
Savannah, GA 31411-1731

International Trustman 15,009,739.2010 Trust 60.48%
Equity Index Fund SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Trustman 4,996,611.3930 Trust 20.13%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Trustman 3,796,118.7610 Trust 15.30%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

NFSC FEBO 26,126.7150 Investor 8.34%
David E. Couk TTEE
Blue Ridge Orthopaedic Assn.
U/A 9/15/78
328 Hospital Drive
Warrenton, VA 20186-3006
</TABLE>

26
<PAGE>

<TABLE>
<CAPTION>
Total Number Class Percentage
Name of Fund Name and Address of Owner of Shares of Shares of Ownership
------------ ------------------------- -------------- --------- ------------
<C> <S> <C> <C> <C>
International NFSC FEBO 28,077.8180 Flex 6.29%
Equity Index Fund Darrell F. Ellison
SunTrust Bank Atlanta
Collateral Acct.
308 Brim Drive
Macon, GA 31220-5402

U.S. Government Trustman 2,293,621.5380 Trust 22.08%
Securities Fund SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Trustman 3,906,248.1000 Trust 37.61%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Trustman 3,418,308.4220 Trust 32.91%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

SunTrust Bank Atlanta 10,679.1030 Investor 7.86%
Custodian for the IRA of
Jim P. Demos
618 Palisade Drive
Murfreesboro, TN 37129-1254

SunTrust Bank Atlanta 8,650.0750 Investor 6.37%
Custodian for the IRA of
Doris S. Demos
618 Palisade Drive
Murfreesboro, TN 37129-1254

NFSC FEBO 8,108.7240 Investor 5.97%
Lillian M. Schwartz
7108 Purdue Place
McLean, VA 22101-5065

NFSC FEBO 21,878.0140 Investor 16.10%
NFSC/FMTC IRA
FBO Dona M. Bray
22 Little John Lane
Rockledge, FL 32955-2411

NFSC FEBO 7,326.4070 Investor 5.39%
Faye A. Waldo TTEE
Faye A. Waldo TR
U/A 4/30/91
5759 Arvine Ct.
Ft. Myers, FL 33919-2719
</TABLE>

27
<PAGE>

<TABLE>
<CAPTION>
Total Number Class Percentage
Name of Fund Name and Address of Owner of Shares of Shares of Ownership
------------ ------------------------- --------------- --------- ------------
<C> <S> <C> <C> <C>
Limited-Term Trustman 7,350,476.9760 Trust 56.55%
Federal Mortgage SunTrust Banks
Securities Fund Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Trustman 1,487,037.6740 Trust 11.44%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Trustman 3,734,401.4320 Trust 28.73%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

International Brotherhood of 5,727.2330 Investor 5.13%
Electrical
Workers Local Union 756
General Fund
5901 Airport Rd.
Daytona Beach, FL 32124-6703

SunTrust Bank Central Florida 11,278.4150 Investor 10.11%
NA
Collateral Account
Greater Orlando Assoc. of
Realtors
P.O. Box 587
Orlando, FL 32802-0587

NFSC FEBO 5,750.7660 Investor 5.15%
Robert P. Bohmeier TTEE
Robert P. Bohmeier Rev Trust
U/A 11/7/91
3050 Ringwood Meadow
Sarasota, FL 34235-7122

NFSC FEBO 13,218.1470 Flex 8.89%
John E. Fitzharris
Barbara H. Fitzharris
5236 Pounds Drive South
Stone Mountain, GA 30087-3668

International Trustman 11,003,352.5860 Trust 50.79%
Equity Fund SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870
</TABLE>

28
<PAGE>

<TABLE>
<CAPTION>
Total Number Class Percentage
Name of Fund Name and Address of Owner of Shares of Shares of Ownership
------------ ------------------------- ------------------ ------------- ------------
<C> <S> <C> <C> <C>
International Trustman 2,027,270.4570 Trust 9.36%
Equity Fund SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Trustman 6,470,992.7920 Trust 29.87%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Small Cap Value Trustman 15,664,827.7160 Trust 73.52%
Equity Fund SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

Trustman 2,048,852.0300 Trust 9.62%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
PO Box 105870
Atlanta, GA 30348-5870

NFSC FEBO 81,217.7800 Flex 9.94%
Gordon L. Dickens, III
11545 Wills Road, Suite 102
Alpharetta, GA 30004-2073

Classic SunTrust Banks 810,224,898.6600 Institutional 32.53%
Institutional Attn. Susan Grider
Cash Management Mail Center 3133
Money Market Fund PO Box 105504
Atlanta, GA 30348-5504

SunTrust Capital Markets ACH 1,651,141,283.9200 Institutional 66.29%
Acct.
Attn. Anita Woods Ctr 3910
303 Peachtree Street, 24th FL
Atlanta, GA 30308-3503

Classic SunTrust Banks 31,704,809.1900 Institutional 10.17%
Institutional Attn: Susan Grider
U.S. Treasury Mail Center 3133
Securities Money P.O. Box 105504
Market Fund Atlanta, GA 30348-5504

SunTrust Capital Markets ACH 279,895,199.4000 Institutional 89.83%
Acct.
Attn. Anita Woods Ctr 3910
303 Peachtree Street, 24th FL
Atlanta, GA 30308-3503
</TABLE>

29
<PAGE>

<TABLE>
<CAPTION>
Total Number Percentage
Name of Fund Name and Address of Owner of Shares Class of Shares of Ownership
------------ ------------------------- ------------------ --------------- ------------
<C> <S> <C> <C> <C>
Classic Institutional SunTrust Bank 1,554,217,193.6600 Corporate Trust 100.00%
U.S. Treasury Attn. Susan Grider
Securities Money Mail Center 3133
Market Fund P.O. Box 105504
Atlanta, GA 30348-5504

Classic Institutional SunTrust Bank 498,809,018.5200 Institutional 73.23%
U.S. Government Attn. Susan Grider
Securities Money Mail Center 3133
Market Fund P.O. Box 105504
Atlanta, GA 30348-5504

SunTrust Capital Markets 182,363,789.1100 Institutional 26.77%
Ach Acct.
Attn. Anita Woods Ctr. 3910
303 Peachtree St., 24th Fl.
Atlanta, GA 30308-3503

Tax Sensitive Growth Trustman 6,166,129.7530 Trust 29.11%
Stock Fund SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

Trustman 7,260,898.4010 Trust 34.28%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

Trustman 6,740,701.1700 Trust 31.82%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

Life Vision Moderate Trustman 3,933,695.0120 Trust 62.34%
Growth Fund SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

HAMIC & Co TTEE 387,758.0110 Trust 6.14%
Various Expediter 401K
Plans
SunTrust Bank--
Mail Center 3144
Mutual Fund Reconciliation
Unit
P.O. Box 105870
Atlanta, GA 30348-5870
</TABLE>

30
<PAGE>

<TABLE>
<CAPTION>
Total Number Class Percentage
Name of Fund Name and Address of Owner of Shares of Shares of Ownership
------------ ------------------------- ---------------- --------- ------------
<S> <C> <C> <C> <C>
Life Vision SunTrust Bank Trustee FBO 457,399.8800 Trust 7.25%
Moderate Growth RBI Corporation
Fund Profit Sharing Plan
c/o FASCORP
8515 E. Orchard Rd. # 2T2
Englewood, CO 80111-5037

Life Vision Growth Trustman 2,050,426.6280 Trust 61.85%
& Income Fund SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

SunTrust Bank Trustee FBO 268,943.6210 Trust 8.11%
Dodson Brothers Exterminating
Co
Profit Sharing Plan
c/o FASCORP
8515 E. Orchard Rd. # 2T2
Englewood, CO 80111-5037

SunTrust Bank Trustee FBO 272,309.6040 Trust 8.21%
Dye Vanmol & Lawrence Inc.
Profit Sharing Plan
c/o FASCORP
8515 E. Orchard Rd. # 2T2
Englewood, CO 80111-5037

SunTrust Bank Trustee FBO 281,690.5010 Trust 8.50%
Hartman & Associates Inc.
401(K) Plan
c/o FASCORP
8515 E. Orchard Rd. # 2T2
Englewood, CO 80111-5037

Life Vision Trustman 999,095.2080 Trust 61.33%
Aggressive Growth SunTrust Banks
Fund Mutual Fund Reconciliation
Unit
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

Hamic & Co TTEE 111,356.7430 Trust 6.84%
Various Expediter 401K Plans
SunTrust Bank--Mail Center
3144
Mutual Fund Reconciliation
Unit
P.O. Box 105870
Atlanta, GA 30348-5870

U.S. Treasury SunTrust Bank 717,759,048.5100 Trust 99.90%
Securities Money Attn. Susan Grider
Market Fund Mail Center 3133
P.O. Box 105504
Atlanta, GA 30348-5504
</TABLE>

31
<PAGE>

<TABLE>
<CAPTION>
Total Number Class Percentage
Name of Fund Name and Address of Owner of Shares of Shares of Ownership
------------ ------------------------- ---------------- --------- ------------
<C> <S> <C> <C> <C>
Virginia Tax-Free SunTrust Bank 177,078,207.3700 Trust 97.65%
Money Market Fund Attn. Susan Grider
Mail Center 3133
P.O. Box 105504
Atlanta, GA 30348-5504

National Financial Services 56,100,752.5500 Investor 100.00%
Corp. for
Exclusive Bene of our Cust.
Attn: Mutual Fund Department
One World Financial Center
200 Liberty St., FL 5
New York, NY 10281-5500

Virginia Trustman 5,544,297.8300 Trust 27.18%
Intermediate SunTrust Banks
Municipal Bond Mutual Fund Reconciliation
Fund Unit
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

Trustman 14,295,728.2170 Trust 70.08%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

NFSC FEBO 49,101.0690 Investor 6.88%
Wilburn LC
Attn: Linda Kline
459 Eagle Lane
Harrisonburg, VA 22802-8710

Maryland Municipal Trustman 615,362.8820 Trust 21.61%
Bond Fund SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

Trustman 1,385,818.3440 Trust 48.66%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

Trustman 181,109.7690 Trust 6.36%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870
</TABLE>

32
<PAGE>

<TABLE>
<CAPTION>
Total Number Class Percentage
Name of Fund Name and Address of Owner of Shares of Shares of Ownership
------------ ------------------------- --------------- --------- ------------
<C> <S> <C> <C> <C>
Maryland Municipal HAMAC & Co. 665,700.4730 Trust 23.37%
Bond Fund Attn: Barbara Holloway
P.O. Box 26665 HDQ 5706
Richmond, VA 23261-6665

NFSC FEBO 32,371.7910 Flex 5.16%
Roberta R. Hunt TTEE
Roberta R. Hunt Trust
5722 Tennyson St.
Riverdale, MD 20737-1327

Virginia Municipal Trustman 1,008,097.8480 Trust 19.71%
Bond Fund SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

Trustman 2,293,172.2370 Trust 44.84%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

Trustman 1,475,237.4910 Trust 28.85%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

HAMAC & Co. 337,187.1510 Trust 6.59%
Attn: Barbara Holloway
P.O. Box 26665 HDQ 5706
Richmond, VA 23261-6665

NFSC FEBO # H3E-050865 48,771.7930 Flex 9.30%
Virginia E. White
311 Desota Drive
Richmond, VA 23229-7112

Growth and Income Trustman 12,893,454.3180 Trust 22.75%
Fund SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

Trustman 10,253,922.6670 Trust 18.09%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870
</TABLE>

33
<PAGE>

<TABLE>
<CAPTION>
Total Number Class Percentage
Name of Fund Name and Address of Owner of Shares of Shares of Ownership
------------ ------------------------- --------------- -------------- ------------
<C> <S> <C> <C> <C>
Growth and Income Trustman 22,451,783.5660 Trust 39.62%
Fund SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

Trustman 6,153,443.3860 Trust 10.86%
SunTrust Banks
Mutual Fund Reconciliation
Unit
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

As of the Record Date, the following persons owned 5% or more of the
outstanding shares of each series of the STI Classic Variable Trust, as
described below:

<CAPTION>
Total Number Class Percentage
Name of Fund Name and Address of Owner of Shares of Shares of Ownership
------------ ------------------------- --------------- -------------- ------------
<C> <S> <C> <C> <C>
Growth and Income Glenbrook Life & Annuity Co. 125,032.8320 Variable Trust 100.00%
Fund Attn. Olga Prohny
Financial Control Unit
3100 Sanders Road, Suite N4A
Northbrook, IL 60062-7155

Quality Growth Glenbrook Life & Annuity Co. 74,265.4070 Variable Trust 99.99%
Stock Fund Attn. Olga Prohny
Financial Control Unit
3100 Sanders Road, Suite N4A
Northbrook, IL 60062-7155

Investment Grade Glenbrook Life and Annuity 1,808,061.1850 Variable Trust 99.27%
Bond Fund Company
Attn. Olga Prohny
Financial Control Unit
3100 Sanders Road, Suite N4A
Northbrook, IL 60062-7155

Capital Glenbrook Life and Annuity 5,187,816.9890 Variable Trust 99.66%
Appreciation Fund Company
Attn. Olga Prohny
Financial Control Unit
3100 Sanders Road, Suite N4A
Northbrook, IL 60062-7155

Value Income Stock Glenbrook Life and Annuity 5,301,957.0270 Variable Trust 99.85%
Fund Company
Attn. Olga Prohny
Financial Control Unit
3100 Sanders Road, Suite N4A
Northbrook, IL 60062-7155
</TABLE>

34
<PAGE>

<TABLE>
<CAPTION>
Total Number Class Percentage
Name of Fund Name and Address of Owner of Shares of Shares of Ownership
------------ ------------------------- -------------- -------------- ------------
<C> <S> <C> <C> <C>
Mid-Cap Equity Glenbrook Life and Annuity 1,608,548.9910 Variable Trust 100.00%
Fund Company
Attn. Olga Prohny
Financial Control Unit
3100 Sanders Road, Suite N4A
Northbrook, IL 60062-7155

Small Cap Value Glenbrook Life and Annuity 693,169.4640 Variable Trust 7.24%
Equity Fund Company
Attn. Olga Prohny
Financial Control Unit
3100 Sanders Road, Suite N4A
Northbrook, IL 60062-7155

Allstate Life Insurance 517,721.0140 Variable Trust 42.76%
Company
Attn. Deborah Bukowy
Investment Operations Equity
Unit
3075 Sanders Road, Suite G4A
Northbrook, IL 60062-7127

International Glenbrook Life and Annuity 975,718.1400 Variable Trust 9.85%
Equity Fund Company
Attn. Olga Prohny
Financial Control Unit
3100 Sanders Road, Suite N4A
Northbrook, IL 60062-7155
</TABLE>

35
<PAGE>

Submission of Shareholder Proposals

Each Trust is organized as a business trust under the laws of the
Commonwealth of Massachusetts. As such, the Trusts are not required to, and do
not, have annual meetings.

Nonetheless, the Boards of Trustees may call a special meeting of
shareholders for action by shareholder vote as may be required by the 1940
Act, or as required or permitted by the Declaration of Trust and By-Laws of
each Trust.

Shareholders who wish to present a proposal for action at a future meeting
should submit a written proposal to the appropriate Trust for inclusion in a
future proxy statement. The Boards of Trustees will give consideration to
shareholder suggestions as to nominees for the Boards of Trustees.
Shareholders retain the right to request that a meeting of the shareholders be
held for the purpose of considering matters requiring shareholder approval.

Required Vote

Each Trust will vote separately on Proposal #1. Approval of Proposal #1
requires the affirmative vote of a plurality of all votes cast at the Special
Meeting with respect to a Trust, provided that a majority of the shares of the
Trust entitled to vote are present in person or by proxy at the Special
Meeting. If the Nominees are not approved by shareholders of the Trusts, the
current Boards of Trustees will remain in place and consider alternative
nominations. The Trustees of each Trust recommend that the shareholders vote
for each Nominee in Proposal #1.

Each Fund will vote separately on Proposal #2. Approval of the proposed
fundamental investment policies with respect to any Fund requires the
affirmative vote of a majority of the outstanding voting securities, as
defined below, of that Fund. If the shareholders of any Fund fail to approve
any proposed fundamental policy, the current such policy will remain in
effect. The Trustees of each Trust recommend that the shareholders of each
Fund vote for each item in Proposal #2.

The term "majority of the outstanding voting securities" as defined in
Section 2(a)(42) of the 1940 Act, and as used in this Joint Proxy Statement,
means: the affirmative vote of the lesser of (1) 67% of the voting securities
of each Fund present at the meeting if more than 50% of the outstanding shares
of the Fund are present in person or by proxy or (2) more than 50% of the
outstanding shares of each Fund.

Abstentions and "broker non-votes" will not be counted for or against the
Proposal but WILL BE counted for purposes of determining whether a quorum is
present. The Trusts believe that brokers who hold shares as record owners for
beneficial owners have the authority under the rules of the various stock
exchanges to vote those shares with respect to the Proposal when they have not
received instructions from beneficial owners.

Other Matters

No business other than the matters described above is expected to come
before the Special Meeting, but should any matter incident to the conduct of
the Special Meeting or any question as to an adjournment of the Special
Meeting arise, the persons named in the enclosed Proxy will vote thereon
according to their best judgment in the interest of the Trusts.

SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING AND WHO
WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO VOTE BY MAIL, TELEPHONE OR
INTERNET AS EXPLAINED IN THE INSTRUCTIONS INCLUDED ON YOUR PROXY CARD.

By Order of the Trustees,

/s/ Mark E. Nagle

Mark E. Nagle
President

Dated: September 20, 2000

36
<PAGE>

EXHIBIT A

PROPOSED FUNDAMENTAL INVESTMENT POLICIES

STI CLASSIC FUNDS
STI CLASSIC VARIABLE TRUST

No Fund may:

1. With respect to 75% of each Fund's total assets, invest more than 5%
of the value of the total assets of a Fund in the securities of any one
issuer (other than securities issued or guaranteed by the U.S. government
or any of its agencies or instrumentalities, repurchase agreements
involving such securities, and securities issued by investment companies),
or purchase the securities of any one issuer, if such purchase would cause
more than 10% of the voting securities of such issuer to be held by a Fund.

2. Borrow money in an amount exceeding 33 1/3% of the value of its total
assets, provided that, for the purposes of this limitation, investment
strategies that either obligate a Fund to purchase securities or require a
Fund to segregate assets are not considered to be borrowing. Asset coverage
of at least 300% is required for all borrowing, except where the Fund has
borrowed money for temporary purposes (less than 60 days), and in an amount
not exceeding 5% of its total assets.

3. Underwrite securities issued by others, except to the extent that the
Fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the sale of portfolio securities.

4. Issue senior securities (as defined in the Investment Company Act of
1940 (the "1940 Act")), except as permitted by rule, regulation or order of
the Securities and Exchange Commission.

5. Purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities and securities issued by investment companies) if, as a
result, more than 25% of the Fund's total assets would be invested in the
securities of companies whose principal business activities are in the same
industry.

5.1 With respect to the Money Market Funds, this limitation does not
apply to obligations issued by domestic branches of U.S. banks or U.S.
branches of foreign banks subject to the same regulations as U.S.
banks.

5.2 No Life Vision Fund may invest more than 25% of its assets in
underlying STI Classic Funds that, as a matter of policy, concentrate
their assets in any one industry. However, a Life Vision Fund may
indirectly invest more than 25% of its total assets in one industry
through its investments in the underlying STI Classic Funds. Each Life
Vision Fund may invest up to 100% of its assets in securities issued by
investment companies (STI Classic Funds Only).

6. Purchase or sell real estate, unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent a Fund from
investing in securities or other instruments either issued by companies
that invest in real estate, backed by real estate or securities of
companies engaged in the real estate business).

7. Purchase or sell physical commodities, unless acquired as a result of
ownership of securities or other instruments.

8. Make loans, except that a Fund may: (i) purchase or hold debt
instruments in accordance with its investment objectives and policies; (ii)
enter into repurchase agreements; and (iii) lend its portfolio securities.

A-1
<PAGE>

EXHIBIT B

CURRENT FUNDAMENTAL INVESTMENT POLICIES

STI Classic Funds

All Funds (except the Life Vision Funds) may not:

1. Acquire more than 10% of the voting securities of any one issuer.

2. Invest in companies for the purpose of exercising control.

3. Borrow money except for temporary or emergency purposes and then only
in an amount not exceeding one-third of the value of total assets. Any
borrowing will be done from a bank and, to the extent that such borrowing
exceeds 5% of the value of the Fund's assets, asset coverage of at least
300% is required. In the event that such asset coverage shall at any time
fall below 300%, the Fund shall, within three days thereafter or such
longer period as the Securities and Exchange Commission ("SEC") may
prescribe by rules and regulations, reduce the amount of its borrowings to
such an extent that the asset coverage of such borrowings shall be at least
300%. This borrowing provision is included solely to facilitate the orderly
sale of portfolio securities to accommodate heavy redemption requests if
they should occur and is not for investment purposes. All borrowings in
excess of 5% of the value of a Fund's total assets will be repaid before
making additional investments and any interest paid on such borrowings will
reduce income.

4. Make loans, except that (a) a Fund may purchase or hold debt
instruments in accordance with its investment objective and policies; (b) a
Fund may enter into repurchase agreements, and (c) the Bond Funds, Balanced
Fund, Emerging Markets Equity Fund, International Equity Fund,
International Equity Index Fund, Limited-Term Federal Mortgage Securities
Fund, U.S. Government Securities Fund, Small Cap Value Equity Fund and
Value Income Stock Fund, may engage in securities lending as described in
the Prospectuses and in this Statement of Additional Information.

5. Pledge, mortgage or hypothecate assets except to secure temporary
borrowings permitted by (3) above in aggregate amounts not to exceed 10% of
the Fund's total assets, taken at current value at the time of the
incurrence of such loan, except as permitted with respect to securities
lending.

6. Purchase or sell real estate, real estate limited partnership
interests, commodities or commodities contracts (except for financial
futures contracts) and interests in a pool of securities that are secured
by interests in real estate (except that each Bond Fund may purchase
mortgage-backed and other mortgage-related securities, including
collateralized mortgage obligations and REMICs). However, subject to their
permitted investment spectrum, any Fund may invest in companies which
invest in real estate, commodities or commodities contracts.

7. Make short sales of securities, maintain a short position or purchase
securities on margin, except that the Trust may obtain short-term credits
as necessary for the clearance of security transactions.

8. Act as an underwriter of securities of other issuers except as it may
be deemed an underwriter in selling a security.

9. Purchase securities of other investment companies except for money
market funds and CMOs and REMICs deemed to be investment companies and then
only as permitted by the Investment Company Act of 1940 (the "1940 Act")
and the rules and regulations thereunder, except that the Mid-Cap Equity,
Balanced, Georgia Tax-Exempt Bond, Florida Tax-Exempt Bond, U.S. Government
Securities, Limited-Term Federal Mortgage Securities, International Equity
Index, International Equity, and Small Cap Value Equity Funds' purchases of
investment company shares are not limited to money market funds. Under
these rules and regulations, a Fund is prohibited from acquiring the
securities of other investment companies if, as a result of such
acquisition, the Fund owns more than 3% of the total voting stock of the
company; securities issued by any one investment company represent more
than 5% of the total assets of a Fund; or securities (other than treasury
stock) issued by all investment companies represent more than 10% of the
total assets of the Fund.

B-1
<PAGE>

10. Issue senior securities (as defined in the 1940 Act) except in
connection with permitted borrowings as described above or as permitted by
rule, regulation or order of the SEC.

11. Purchase securities of any issuer (except securities issued or
guaranteed by the United States, its agencies or instrumentalities and
repurchase agreements involving such securities) if as a result more than
5% of the total assets of a Fund would be invested in the securities of
such issuer; provided, however, that a Fund may invest up to 25% of its
total assets without regard to this restriction as permitted by applicable
law.

12. Purchase any securities which would cause more than 25% of the total
assets of a Fund to be invested in the securities of one or more issuers
conducting their principal business activities in the same industry,
provided that this limitation does not apply to investments in obligations
issued or guaranteed by the U.S. government or its agencies and
instrumentalities, repurchase agreements involving such securities or tax-
exempt securities issued by governments or political subdivisions of
governments and, with respect to only the Money Market Funds, obligations
issued by domestic branches of U.S. banks or U.S. branches of foreign banks
subject to the same regulations as U.S. banks. For purposes of this
limitation, (i) utility companies will be divided according to their
services; for example, gas, gas transmission, electric and telephone will
each be considered a separate industry; (ii) financial service companies
will be classified according to the end users of their services, for
example, automobile finance, bank finance and diversified finance will each
be considered a separate industry; and (iii) supranational entities will be
considered to be a separate industry.

Life Vision Funds

A Life Vision Fund may not:

1. Purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities or securities issued by investment companies) if, as a
result, more than 5% of the total assets of a Life Vision Fund would be
invested in the securities of such issuer; provided, however, that a Life
Vision Fund may invest more than 25% of its assets without regard to this
restriction as permitted by applicable law;

2. Borrow money, except that a Life Vision Fund (a) may borrow money for
temporary or emergency purposes in an amount not exceeding 5% of the Life
Vision Fund's total assets determined at the time of the borrowing and (b)
may borrow money from banks or by engaging in reverse repurchase
agreements. Asset coverage of at least 300% is required for all borrowings,
except where a Life Vision Fund has borrowed money for temporary purposes
in amounts not exceeding 5% of its total assets;

3. Underwrite securities issued by others, except to the extent that the
Life Vision Fund may be considered an underwriter within the meaning of the
Securities Act of 1933 (the "Securities Act") in the disposition of
restricted securities;

4. Issue senior securities (as defined in the 1940 Act), except as
permitted by rule, regulation or order of the SEC;

5. Purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities or securities issued by investment companies) if, as a
result, more than 25% of the Life Vision Fund's total assets would be
invested in the securities of companies whose principal business activities
are in the same industry. In addition, each Life Vision Fund may not invest
more than 25% of its assets in underlying STI Classic Funds that, as a
matter of policy, concentrate their assets in any one industry. However, a
Life Vision Fund may indirectly invest more than 25% of its total assets in
one industry through its investments in the underlying STI Classic Funds.
Each Life Vision Fund may invest up to 100% of its assets in securities
issued by investment companies;

6. Purchase or sell real estate, unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent a Life
Vision Fund from investing in securities or other instruments either issued
by companies that invest in real estate, backed by real estate or
securities of companies engaged in the real estate business);

B-2
<PAGE>

7. Purchase or sell physical commodities, unless acquired as a result of
ownership of securities or other instruments; and

8. Lend any security or make any other loan, except as permitted by the
1940 Act.

STI Classic Variable Trust

A Fund may not:

1. Acquire more than 10% of the voting securities of any one issuer.

2. Invest in companies for the purpose of exercising control.

This borrowing provision is included solely to facilitate the orderly
sale of portfolio securities to accommodate heavy redemption requests if
they should occur and is not for investment purposes. All borrowings in
excess of 5% of the value of a Fund's total assets will be repaid before
making additional investments and any interest paid on such borrowings will
reduce income.

4. Make loans, except that (a) a Fund may purchase or hold debt
instruments in accordance with its investment objective and policies; (b) a
Fund may enter into repurchase agreements; and (c) the Investment Grade
Bond Fund, Growth and Income Fund, Quality Growth Stock Fund, and Value
Income Stock Fund may engage in securities lending as described in the
Prospectus and in this Statement of Additional Information.

6. Purchase or sell real estate, real estate limited partnership
interests, commodities or commodities contracts (except for financial
futures contracts) and interests in a pool of securities that are secured
by interests in real estate (except that the Investment Grade Bond Fund may
purchase mortgage-backed and other mortgage-related securities, including
collateralized obligations and REMICs). However, subject to its permitted
investment spectrum, a Fund may purchase marketable securities issued by
companies which own or invest in real estate, commodities or commodities
contracts, and commodities contracts relating to financial instruments,
such as financial futures contracts and options on such contracts.

8. Act as an underwriter of securities of other issuers except as it may
be deemed an underwriter in selling a security.

9. Purchase securities of other investment companies except for money
market funds and CMOs and REMICs deemed to be investment companies unless
as permitted by the Investment Company Act of 1940 (the "1940 Act") and the
rules and regulations thereunder, except that the International Equity and
Small Cap Value Equity Funds' purchases are not limited to money market
funds. Under these rules and regulations, a Fund is prohibited from
acquiring the securities of other investment companies if, as a result of
such acquisition, the Fund owns more than 3% of the total voting stock of
the company; securities issued by any one investment company represent more
than 5% of the total assets of a Fund; or securities (other than treasury
stock) issued by all investment companies represent more than 10% of the
total assets of the Fund.

10. Issue senior securities (as defined in the 1940 Act) except in
connection with permitted borrowings as described above or as permitted by
rule, regulation or order of the SEC.

B-3
<PAGE>

STI CLASSIC VARIABLE TRUST
2 OLIVER STREET
BOSTON, MASSACHUSETTS 02109

To Vote by Internet

1) Read the Proxy Statement and have the Proxy card below at hand.
2) Go to Website www.proxyvote.com.
-----------------
3) Enter the 12-digit control number set forth on the Proxy card and follow
the simple instructions.

To Vote by Telephone

1) Read the Proxy Statement and have the Proxy card below at hand.
2) Call 1-800-690-6903.
3) Enter the 12-digit control number set forth on the Proxy card and follow
the simple instructions.

All properly executed proxies will be voted as directed herein by the signing
Shareholder(s). If no direction is given when the duly executed proxy is
returned, such shares will be voted FOR the Proposals.

STI CLASSIC VARIABLE TRUST
2 Oliver Street
Boston, Massachusetts 02109

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
October 27, 2000

THIS PROXY IS SOLICITED BY THE BOARDS OF TRUSTEES
OF THE STI CLASSIC FUNDS.

<TABLE>
<S> <C>
Balanced Fund Life Vision Growth and Income Fund
Capital Appreciation Fund Life Vision Aggressive Growth Fund
Classic Institutional U.S. Government Securities Limited-Term Federal Mortgage Securities Fund
Money Market Fund Maryland Municipal Bond Fund
Classic Institutional Cash Management Mid-Cap Equity Fund
Money Market Fund Prime Quality Money Market Fund
Classic Institutional U.S. Treasury Securities Short-Term Bond Fund
Money Market Fund Short-Term U.S. Treasury Securities Fund
Core Equity Fund Small Cap Growth Stock Fund
E-Commerce Opportunity Fund Small Cap Value Equity Fund
Florida Tax-Exempt Bond Fund Tax Sensitive Growth Stock Fund
Georgia Tax-Exempt Bond Fund Tax-Exempt Money Market Fund
Growth and Income Fund Virginia Tax-Free Money Market Fund
High Income Fund U.S. Government Securities Money Market Fund
International Equity Index Fund U.S. Treasury Money Market Fund
International Equity Fund U.S. Government Securities Fund
Investment Grade Bond Fund Value Income Stock Fund
Investment Grade Tax-Exempt Bond Fund Virginia Municipal Bond Fund
Life Vision Moderate Growth Fund Virginia Intermediate Municipal Bond Fund
</TABLE>

The undersigned Shareholder(s) of the STI Classic Variable Trust
(the "Trust") hereby appoint(s) Timothy Barto, Todd Cipperman and
James Foggo, each with full power of substitution, the proxy or proxies
of the undersigned to attend the Special Meeting of Shareholders (the
"Special Meeting") of the Trust to be held on Friday, October 27, 2000,
and any adjournments thereof, to vote all of the shares of the Trust
that the signer would be entitled to vote if personally present at the
Special Meeting and on any other matters brought before the Special
Meeting, all as set forth in the Notice of Special Meeting of Shareholders.
Said proxies are directed to vote or refrain from voting pursuant to the
Proxy Statement as checked below.

With this proxy, the undersigned acknowledges receipt of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of
the Board of Trustees.

Please date, sign and return promptly.
<TABLE>
<CAPTION>

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: STICVT KEEP THIS PORTION FOR YOUR RECORDS
------------------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Election of Trustees
For Withhold For All
1. Proposal to elect new Boards of Trustees. The nominees for Trustees are: All All Except
(1) Thomas Gallagher, (2) James O. Robbins, (3) F. Wendell Gooch,

(4) Wilton Looney and (5) Jonathan T. Walton. [_] [_] [_]

To withhold authority to vote,
mark "For All Except" and write
the nominee's number on the line below.

------------------------------------------
Approval of Fundamental Investment Policies
Vote On Proposals

2. Elimination or Revision of certain fundamental investment policies.
For Against Abstain

Proposal 2.1: To revise the fundamental policies concerning diversification. [_] [_] [_]

Proposal 2.2: To eliminate the policies concerning investing for control. [_] [_] [_]

Proposal 2.3: To revise the fundamental investment policy concerning borrowing. [_] [_] [_]

Proposal 2.4: To eliminate the fundamental policies concerning pledging,
mortgaging or hypothecating assets. [_] [_] [_]

Proposal 2.5: To revise the fundamental policies concerning securities lending. [_] [_] [_]

Proposal 2.6: To eliminate the fundamental policies concerning investment in
other investment companies. [_] [_] [_]

Proposal 2.7: To eliminate the fundamental policies concerning short sales. [_] [_] [_]

Proposal 2.8: To revise the fundamental policies concerning investment in real estate. [_] [_] [_]

Proposal 2.9: To revise the fundamental policies concerning underwriting of securities. [_] [_] [_]

Proposal 2.10: To revise the fundamental policies concerning purchase of commodities. [_] [_] [_]

Proposal 2.11: To revise the fundamental policies concerning concentration. [_] [_] [_]

Your signature(s) on this proxy should be exactly as your name or names appear on this proxy. If the shares are held jointly,
each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please print your full title
below your signature.

---------------------------------------------------------- -----------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

STI CLASSIC FUNDS
2 OLIVER STREET
BOSTON, MASSACHUSETTS 02109

To Vote by Internet

To Vote by Telephone

1) Read the Proxy Statement and have the Proxy card below at hand.
2) Call 1-800-690-6903.
3) Enter the 12-digit control number set forth on the Proxy card and follow
the simple instructions.

STI CLASSIC FUNDS
2 Oliver Street
Boston, Massachusetts 02109

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
October 27, 2000

THIS PROXY IS SOLICITED BY THE BOARDS OF TRUSTEES
OF THE STI CLASSIC FUNDS.

<TABLE>
<S> <C>
Balanced Fund Life Vision Growth and Income Fund
Capital Appreciation Fund Life Vision Aggressive Growth Fund
Classic Institutional U.S. Government Securities Limited-Term Federal Mortgage Securities Fund
Money Market Fund Maryland Municipal Bond Fund
Classic Institutional Cash Management Mid-Cap Equity Fund
Money Market Fund Prime Quality Money Market Fund
CLassic Institutional U.S. Treasury Securities Short-Term Bond Fund
Money Market Fund Short-Term U.S. Treasury Securities Fund
Core Equity Fund Small Cap Growth Stock Fund
E-Commerce Opportunity Fund Small Cap Value Equity Fund
Florida Tax-Exempt Bond Fund Tax Sensitive Growth Stock Fund
Georgia Tax-Exempt Bond Fund Tax-Exempt Money Market Fund
Growth and Income Fund Virginia Tax-Free Money Market Fund
High Income Fund U.S. Government Securities Money Market Fund
International Equity Index Fund U.S. Treasury Money Market Fund
International Equity Fund U.S. Government Securities Fund
Investment Grade Bond Fund Value Income Stock Fund
Investment Grade Tax-Exempt Bond Fund Virginia Municipal Bond Fund
Life Vision Moderate Growth Fund Virginia Intermediate Municipal Bond Fund
</TABLE>

The undersigned Shareholder(s) of the STI Classic Funds (the "Trust")
hereby appoint(s) Timothy Barto, Todd Cipperman and James Foggo, each with full
power of substitution, the proxy or proxies of the undersigned to attend the
Special Meeting of Shareholders (the "Special Meeting") of the Trust to be held
on Friday, October 27, 2000, and any adjournments thereof, to vote all of the
shares of the Trust that the signer would be entitled to vote if personally
present at the Special Meeting and on any other matters brought before the
Special Meeting, all as set forth in the Notice of Special Meeting of
Shareholders. Said proxies are directed to vote or refrain from voting pursuant
to the Proxy Statement as checked below.

With this proxy, the undersigned acknowledges receipt of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of
the Board of Trustees.

Please date, sign and return promptly.
<TABLE>
<CAPTION>

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: STICFN KEEP THIS PORTION FOR YOUR RECORDS
------------------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Election of Trustees

For Withhold For All
1. Proposal to elect new Boards of Trustees. The nominees for Trustees are: All All Except
(1) Thomas Gallagher, (2) James O. Robbins, (3) F. Wendell Gooch,
(4) Wilton Looney and (5) Jonathan T. Walton. [_] [_] [_]